UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 2, 2005
ALEXION PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-27756 | 13-3648318 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
352 Knotter Drive, Cheshire, Connecticut 06410
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (203) 272-2596
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The Compensation Committee (the “Committee”) of the Board of Directors of Alexion Pharmaceuticals, Inc. (the “Company”) has determined fiscal year 2005 incentive bonuses and fiscal year 2006 salaries for the Company’s named executive officers. The bonuses and salaries are set forth on Exhibit 10.1 which is incorporated herein by reference. The salaries are effective August 1, 2005. For each of the executive officers, both individual performance goals and company-wide goals were identified during fiscal year 2005 and were weighed differently for each officer. The determinations of the Committee were based on a review of the extent to which the goals were achieved, as well as consideration of market and other data to ensure that executive officer compensation remains competitive. The Committee is in the process of determining individual performance goals and company-wide goals for fiscal year 2006.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
10.1 Compensation Information for the Company’s named executive officers.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ALEXION PHARMACEUTICALS, INC. | ||||
| Date: August 8, 2005 | By: | /s/ Thomas I. H. Dubin | ||
| Name: | Thomas I. H. Dubin | |||
| Title: | Senior Vice President and General Counsel | |||
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| 10.1 | Compensation Information for the Company’s named executive officers. |
EXHIBIT 10.1
| Named Executive Officer |
2006 Fiscal Year Base Salary (1) |
2005 Fiscal Year Bonus (2) | ||||
| Leonard Bell, M.D. |
$ | 490,000 | $ | 275,000 | ||
| David W. Keiser |
$ | 334,400 | $ | 140,000 | ||
| Stephen P. Squinto, Ph.D. |
$ | 290,510 | $ | 107,000 | ||
| Christopher Mojcik, M.D., Ph.D. |
$ | 281,105 | $ | 92,000 | ||
| Thomas I.H. Dubin, J.D. |
$ | 265,360 | $ | 89,000 | ||
| (1) | Effective August 1, 2005. |
| (2) | Paid on August 5, 2005. |